Exhibit 10.12





Exhibit 10.12




NATIONAL MENTOR HOLDINGS, LLC EXECUTIVE DEFERRAL PLAN




Amendment and Restatement Adopted December 30, 2008




And




Effective as of January 1, 2009.




ARTICLE 1: Establishment and Purpose




1.1 Establishment. National Mentor Holdings, LLC f/k/a National Mentor, Inc. (the “Company”)
hereby amends and restates the National Mentor Holdings, LLC Executive Deferral Plan f/k/a National
Mentor, Inc. Executive Deferral Plan (the “Plan”), effective as of January 1, 2009. The Plan was
originally established effective as of November 1, 2003, and amended on each of October 1, 2003,
August 1, 2006 and December 29, 2006.



1.2 Purpose. The purpose of the Plan is to permit designated executives of the Company to
accumulate additional retirement income through a nonqualified deferred compensation plan that
enables them to make Elective Deferrals in excess of those permitted under The Mentor Network
401(k) Retirement Plan (the “Qualified Plan”) and to receive matching contributions that are
otherwise precluded by the provisions of that plan or by applicable law. This Plan is intended to
be unfunded and maintained by the Company primarily for the purpose of providing deferred
compensation for a select group of management or highly compensated employees within the meaning of
§§201(2), 301(a)(3) and 401(a)(1) of the Employee Retirement Income Security Act of 1974 (“ERISA”).



1.3 Compliance with Code § 409A. The Company intends the Plan to comply with the requirements
of Code § 409A, and, in particular, the provisions of Treas. Reg. §§ 1.409A-2(a)(9)(iii) and (iv)
(respecting the treatment of non-qualified plans linked to qualified plans involving deferral
elections and matching contributions).



ARTICLE 2: Participation




2.1 Commencement of Participation. An Eligible Employee will become a Participant on the
earliest Entry Date on which he or she (i) is eligible to participate in the Qualified Plan,
(ii) is designated as a Participant by written action of the Committee, and (iii) executes and
delivers a valid Salary Reduction Agreement to the Committee.



2.2 Cessation of Participation. If a Participant ceases to satisfy any of the conditions of
Section 2.1, his or her participation in this Plan immediately terminates, except that the
Participant’s Account will continue to be held for his or her benefit and will be distributed to
him or her in accordance with Article 7. A former Participant may resume participation as of any
Entry Date on which he or she again satisfies the conditions of Section 2.1.


 


 









 





ARTICLE 3: Accounts




3.1 Establishment of Accounts. The Company hereby establishes, for each Participant (i) a
Salary Reduction Accrual Account (for the purpose of recording the current value of his or her
Salary Reduction Accruals) and (ii) a Matching Contribution Accrual Account (for the purpose of
recording the value of his or her Matching Contribution Accruals). All Accounts are established
and maintained for the purpose of reflecting the liability of the Company to Participants. The
Company is under no obligation to segregate any assets to provide for the liabilities reflected by
these Accounts. If the Company elects to segregate assets pursuant to Section 4.4, the Funding
Vehicle must establish and maintain separate Salary Reduction Accrual Accounts and Matching
Contribution Accrual Accounts.



3.2 Valuation of Accounts. All Accounts must be valued as of each Allocation Date and as of
any other Valuation Date designated by the Committee.



3.3 Special 2005 Stock Option Account. Amounts attributable to those certain options to
purchase common stock of the Company granted to certain Participants and deferred into the Special
2005 Stock Option Account shall be preserved in the Participant’s Accounts. See the Second
Amendment to the Plan signed July 28, 2006 and adopted as of August 1, 2006.



ARTICLE 4: Accrual of Benefits




4.1 Types of Contribution. For any Plan Year, Participants will accrue benefits in the manner
described in this Section 4.1.



(a) For each Plan Year, the Company will credit each Participant’s Salary Reduction Accrual
Account with the amount specified in his or her Salary Reduction Agreement for such year.



(b) For each Plan Year, the Company will credit Matching Contribution Accruals to the Matching
Contribution Accrual Account of each Participant in an amount equal to the “matching contribution
rate” (as defined below) multiplied by the portion of such Participant’s Salary Reduction Accrual
not in excess of the then current limitation under Code Section 402(g). For purposes of this
Section 4.1(b), the phrase, “matching contribution rate” means the contribution rate and
compensation percentage limits for matching contributions under the Qualified Plan for the Plan
Year.



(c) In addition to the mandatory Matching Contribution Accruals described in Section 4.1(b),
the Company may credit additional Matching Contribution Accruals to the Matching Contribution
Accrual Accounts of all Participants in any Plan Year at such rate, and at such times, as the Board
determines in the sole exercise of its discretion.



4.2 Timing of Accruals. Salary Reduction Accruals under Section 4.1(a) are deemed to accrue
on the date on which the Participant would otherwise have received the Compensation that he or she
elected to defer. Matching Contribution Accruals described in Section 4.1(b) are deemed to accrue
on the date of the Salary Reduction Accruals to which they relate. Matching Contribution Accruals
described in Section 4.1(c) are deemed to accrue on the date designated (or, if no accrual date is
specified, then on the date voted) by the Board.


 


2









 






4.3 Salary Reduction Agreements



(a) By executing a Salary Reduction Agreement with respect to a Plan Year, a Participant may
elect to have Salary Reduction Accruals credited under the Plan on his or her behalf. The current
salary and bonus of a Participant who executes a Salary Reduction Agreement will be reduced by the
amount specified in the election, and an equal amount will be credited to and accrue under the Plan
in accordance with Section 4.1. Salary Reduction Agreements must separately designate the amount
of reduction of Compensation to be taken from base salary and bonuses for the Plan Year.
Reductions may be expressed as a percentage or dollar amount of salary or bonuses. Salary
Reduction Contributions may not be made with respect to Compensation other than salary and bonuses.
A Salary Reduction Agreement becomes irrevocable as of the date specified in Section 4.3(b).



(b) A Salary Reduction Agreement with respect to any Plan Year must be executed no later than
the following times:




(i) In the case of a Participant whose participation commenced in a prior Plan
Year, no later than the last day of the immediately preceding Plan Year; and




(ii) In the case of Participant’s “first year of eligibility” within the meaning
of Treas. Reg. § 1.409A-2(a)(7) and provided that the Participant participates in no
other “account balance plan” within the meaning of Treas. Reg. § 1.409A-1(c)(2(A),
within 30 days after the date on which he or she becomes eligible to participate in
the Plan, such election to take effect on, and apply only with respect to
compensation paid for services performed subsequent to, the next Entry Date.



No Salary Reduction Agreement may be amended or revoked after the last day on which it could
have been executed, except that an agreement is automatically revoked if the Participant who
executed it ceases to be eligible to participate in the Plan.



(c) With respect to any Plan Year, the amount deferred by a Participant in accordance with
Section 4.3 may not exceed 100% of his or her Compensation for the year, less his or her salary
reduction contributions under the Qualified Plan and any other of the Company’s fringe or other
benefit plans.



4.4 Contributions to Funding Vehicle. The Company may, but is not required to, establish and
make contribution of any or all amounts accrued under Section 4.1 to a Funding Vehicle.
Contributions will be credited with income, expense, gains and losses in accordance with the
investment experience of the Funding Vehicle. The Committee may permit Participants to direct the
allocation of their Account balances among these funds established with a Funding Vehicle in
accordance with rules prescribed by the Committee. The Committee may alter the available funds or
the procedures for allocating Account balances among them at any time.



4.5 Status of the Funding Vehicle. Despite any other provision of this Plan, all assets held
in a Funding Vehicle (including any insurance policy established or acquired for funding purposes)
will at all times be and remain the property of the Company and subject to the claims
of the Company’s creditors. No Participant will have any priority claim on, or security
interest or other right in, any such assets or insurance policy that is superior to the rights of
the Company’s general creditors.


 


3









 





4.7 Non-alienability. A Participant’s rights under this Plan may not be voluntarily or
involuntarily assigned or alienated. If a Participant attempts to assign his or her rights or
enters into bankruptcy proceedings, his or her right to receive payments under the Plan will
terminate, and the Committee may apply them in whatever manner will, in its judgment, serve the
best interests of the Participant.




4.6 Special Election Rights



(a) A Participant may irrevocably designate in writing, not later than the last day of the
immediately preceding Plan Year (or, with respect to a Participant’s “first year of eligibility”
within the meaning of Treas. Reg. § 1.409A-2(a)(7), within thirty days of the date the Participant
becomes eligible to participate in the Plan, provided that the Participant participates in no other
“account balance plans” within the meaning of Treas. Reg. § 1.409A-1(c)(2)(A)), a “Specified
Distribution Date” (as defined in Section 4.6(b)) to apply that portion of the year’s Salary
Reduction Accruals and Matching Contribution Accruals, and earnings thereon, exclusive of amounts
transferred to the Qualified Plan pursuant to Article 6. Amounts with respect to which a
Participant elects to exercise special election rights under this Section 4.6(a) will be
distributed under Section 7.1(c) and not Sections 7.1(a) and (b).



(b) The term “Specified Distribution Date” means a fixed date that is five or more years from
the date of the Participant’s election under Section 4.6(a).




4.7 Election Transitional Rule



Despite any contrary provisions of this Plan, at any time prior to December 31, 2008, a
Participant may irrevocably elect, in writing on forms furnished by and delivered to the Committee,
to change his or her choice of distribution options under Section 7.1(b).



ARTICLE 5: Vesting




Vesting Standards. A Participant’s interest in his or her Salary Reduction Accrual Account
and Matching Contribution Accrual Account is fully vested at all times.



ARTICLE 6: Transfers and Adjustments




6.1 Transfers to Qualified Plan. As soon as practicable after the end of each Plan Year, the
Committee will determine (on a percentage basis) each Participant’s “transfer amount,” which equals
the excess of (i) the Elective Deferrals that the Participant could have made under the Qualified
Plan without causing elective deferrals and matching contributions under the Qualified Plan to
exceed the limitations of Code §§401(k)(3), 402(g), or §401(m)(2) of the Code, over (ii) any
elective deferrals he or she actually contributed directly to the Qualified Plan for
such year. No later than two and one-half (21/2) months after the end of each Plan Year, each
Participant’s Salary Reduction Accrual Account will be debited by his or her transfer amount, and
the Company will transfer a like amount to the Participant’s elective deferral account under the
Qualified Plan. The Company shall have no discretion to retain the transfer amount in this Plan or
to modify the calculation of the transfer amount for any Participant.



 


4









 





6.2 Debit to Matching Contribution Accrual Account. Each Participant’s Matching Contribution
Accrual Account will be reduced by an amount equal to the matching contributions made on his behalf
under the Qualified Plan on account of the transfer amount.



6.3 Code § 409A Restrictions. For Plan Years commencing after December 31, 2008, and except
as permitted by Treas. Reg. § 1.409A-2(9)(iii) or (iv), no action or inaction by a Participant
under the Qualified Plan or any other “qualified employer plan” as defined in Treas. Reg.
§ 1.409A-1(a)(2) with respect to any Plan Year may result in an increase in—




(i) The amount deferred under this and any other nonqualified deferred compensation
plan within the meaning of Treas. Reg. § 1.409A-1(a) in which the Participant participates,
other than the amounts described in Section 6.3(ii) hereof, in excess of the limits
established under Code § 402(g)(1)(A), (B) and (C), or




(ii) The amount of matching contributions under this and any other nonqualified
deferred compensation plan within the meaning of Treas. Reg. § 1.409A-1(a) in which the
Participant participates in excess of 100% of the matching contribution that would have been
made to the Participant under the Qualified Plan but for the Code’s limitations on qualified
plan contributions



ARTICLE 7: Distributions





7.1 Distributions.



(a) The vested portion of a Participant’s Account (exclusive of amounts with respect to which
a Participant has designated a Specified Distribution Date under Section 4.6) will be distributed
to him or her as a result of his or her (i) Termination of Employment for any purpose (including
with respect to his or her Normal Retirement Date or Early Retirement Date), (ii) death or (iii)
Disability, whichever first occurs. The dollar amount of the distribution will be determined as of
the Valuation Date coincident with or first preceding the date of distribution.


 


5









 





(b) Distributions under Section 7.1(a) to a Participant or, in the case of a Participant’s
death, his or her Beneficiary (exclusive of amounts with respect to which a Participant has
designated a Specified Distribution Date), will be made or commence to be made at the Participant’s
written election (made at the time of the commencement of his or her participation and no later
than the close of the period specified in Treas. Reg. § 1.409A-2(a)) either (i) in cash, in a
single lump sum, or (ii) in substantially equal monthly installments for 5 years (60 installments);
provided, however, that—




(i) If the Participant fails to make a timely election respecting the manner of
his or her distribution under this Section 7.1(b), he or she will be deemed to have
elected to receive a lump sum payment; and




(ii) Despite any other contract provision of this Plan, the Committee may, in
the case of a Participant who has elected substantially equal monthly installments of
5 years under Section 7.1(b) and whose Account at the time of distribution is less
than the dollar limit set forth in Code § 402(g)(1)(B) (for 2009, $16,500), instead
distribute his or her Account in cash, in a single lump sum in a manner consistent
with Treas. Reg. § 1.409A-3(j)(4)(v).



(c) Amounts with respect to which a Participant has designated a Specified Distribution Date
will be distributed, in cash, in a single lump sum, to him or her, or, in the case of his or her
death, to his or her Beneficiary, as soon as practicable following the earliest to occur of his or
her (i) Specified Distribution Date, (ii) Disability, or (iii) death, as the case may be, but in no
event later than the time specified in Section 7.1(d).



(d) All distributions from the Plan to Participants and Beneficiaries under Sections 7.1(a),
(b) and (c) will be made as soon as practicable following the occurrence of the applicable
distribution event, but not later than the latest of (i) the last day of the calendar year in which
such event occurs or (ii) the 15th day of the third month following such event.



(e) Any Termination of Employment triggering payment of benefits under this Article 7 must
constitute a “separation from service” within the meaning of Treas. Reg. § 1.409A-1(h) before
distribution of such benefits can commence. For purposes of clarification, this paragraph shall
not cause any forfeiture of benefits on the part of the Participant, but shall only act as a delay
until such time as a separation from service occurs.



7.2 Manner of Distribution to Minors or Incompetents. If at any time any distributee is, in
the judgment of the Committee, legally, physically or mentally incapable of receiving any
distribution due to him or her, the distribution will be made to the guardian or legal
representative of the distributee, or, if none exists, to any other person or institution that, in
the Committee’s judgment, will apply the distribution in the best interests of the intended
distributee.




7.3 Election of Beneficiary



(a) When an Eligible Employee qualifies for participation in the Plan, the Committee will
provide him or her with a Beneficiary designation form for the purpose of designating one or more
Beneficiaries and successor Beneficiaries. A Participant may change his Beneficiary designation at
any time by filing the prescribed form with the Committee. The consent of the Participant’s
current Beneficiary is not required for a change of Beneficiary and no Beneficiary has any rights
under this Plan except as provided by its terms. The rights of a Beneficiary who predeceases the
Participant will terminate as of the Beneficiary’s death.



(b) Unless a different Beneficiary has been designated in accordance with Section 7.3(a), the
Beneficiary of any Participant who is lawfully married on the date of his death is his surviving
spouse. The Beneficiary of any other Participant who dies without having designated a Beneficiary
is his estate.


 


6









 






7.4 Unforeseeable Emergencies.



(a) A Participant may request a withdrawal of all or a portion of his or her Account derived
from Salary Reduction Accruals (but not from Matching Accruals) as necessary to satisfy an
immediate and heavy financial need in the case of an Unforeseeable Emergency. For purposes of this
Section 7.4, “Unforeseeable Emergency” means a severe financial hardship to the Participant
resulting from a sudden and unexpected illness or accident of the Participant or of a dependent of
the Participant (as defined in Code § 152, without regard to Section 152(b)(1), (b)(2) and
(d)(1)(B)), loss of the Participant’s property due to casualty, or other similar extraordinary and
unforeseeable circumstances arising as a result of events beyond the control of the Participant.
The circumstances that will constitute an Unforeseeable Emergency will depend upon the facts of
each case, but, in any case, payment may not be made to the extent that the resulting financial
hardship is or may be relieved (i) through reimbursement or compensation by insurance or otherwise,
(ii) by liquidation of the Participant’s assets, to the extent that liquidation of such assets
would not itself cause severe financial hardship or (iii) by cessation of deferrals under the Plan.
The need to send a Participant’s child to college or the desire to purchase a home will not be an
Unforeseeable Emergency. The Committee will determine the existence of an Unforeseeable Emergency
and the manner of withdrawal in accordance with applicable law. Withdrawals made pursuant to this
Section 7.4 will begin within 30 days after the date on which the Committee approves the
Participant’s request for withdrawal. A distribution because of an Unforeseeable Emergency shall
not exceed the amount required to satisfy the Unforeseeable Emergency, plus amounts necessary to
pay taxes reasonably anticipated as a result of such distribution, after taking into account the
extent to which the Unforeseeable Emergency may be relieved through one or more of the measures
described in (i), (ii) or (iii) above. The Committee may from time to time adopt additional
policies or rules consistent with the requirements of Code § 409A to govern the manner in which
distributions in the case of an Unforeseeable Emergency may be made so that the Plan may be
conveniently administered.



ARTICLE 8: Amendment or Termination of the Plan




8.1 Company’s Right to Amend Plan. The Company, in its discretion, has the right to amend the
Plan from time to time, except that no such amendment shall, without the consent of the Participant
to whom deferred compensation has been credited to any Account under this Plan, adversely affect
the right of the Participant (or his beneficiary) to receive payments of such deferred compensation
under the terms of this Plan, nor may such amendment violate any applicable requirement of law.



8.2 Plan Termination The Company may, in its discretion, terminate the Plan at any time,
however, no termination of this Plan shall alter the right of a Participant (or his beneficiary) to
payments of deferred compensation previously credited to such Participant’s Account under the Plan,
nor will it alter or accelerate the timing of distributions in a manner that is inconsistent with
the requirements of Code § 409A(a).



 


7









 





ARTICLE 9: Plan Administration




9.1 The Committee. A Committee consisting of one or more persons appointed by the Board of
Directors will administer the Plan. The Board may remove any member of the
Committee at any time, with or without cause, and may fill any vacancy. If a vacancy occurs,
the remaining member or members of the Committee have full authority to act. Any member of the
Committee may resign by delivering his or her written resignation to the Board and the Committee.
Any such resignation will become effective upon its receipt by the Board or on such other date as
is agreed to by the Board and the resigning Committee member. The Committee acts by a majority of
its members at the time in office and may take action either by vote at a meeting or by consent in
writing without a meeting. The Committee may adopt such rules as it deems desirable for the
conduct of its affairs and the administration of the Plan.



9.2 Powers of the Committee. In carrying out its duties with respect to the general
administration of the Plan, the Committee has, in addition to any other powers conferred by the
Plan or by law, the following; powers:




(i) To determine all questions relating to eligibility to participate in the Plan;




(ii) To compute and certify the amount and kind of distributions payable to
Participants and their Beneficiaries;




(iii) To maintain all records necessary for the administration of the Plan;




(iv) To interpret the provisions of the Plan and to make and publish such rules for the
administration of the Plan as are not inconsistent with the terms thereof;




(v) To establish and modify the method of accounting for the Plan;




(vi) To employ counsel, accountants and other consultants to aid in exercising its
powers and carrying out its duties hereunder; and




(vii) To perform any other acts necessary and proper for the administration of the
Plan.



Notwithstanding the generality of the foregoing, the Committee will interpret, construe, and
administer the Plan in a manner that satisfies the requirements of (a) Code § 409A(a)(2), (3) and
(4), (b) Treas. Reg. § 1.409A-1 et seq., and (c) other applicable authority issued by the Internal
Revenue Service and the U.S. Department of the Treasury.



9.3 Indemnification. The Company agrees to indemnify and hold harmless each member of the
Committee against any and all expenses and liabilities arising out of his action or failure to act
in such capacity, excepting only expenses and liabilities arising out of his own willful
misconduct. This right of indemnification is in addition to any other rights to which any member
of the Committee may be entitled. Liabilities and expenses against which a member of the Committee
is indemnified hereunder include, without limitation, the amount of any settlement or judgment,
costs, counsel fees and related charges reasonably incurred in connection with a claim asserted or
a proceeding brought against him or the settlement thereof. The Company may, at its own expense,
settle any claim asserted or proceeding brought against any member of the Committee when such
settlement appears to be in the best interests of the Company.


 


8









 





9.4 Claims Procedure. If a dispute arises between the Committee and a Participant or
Beneficiary over the amount of benefits payable under the Plan, the Participant or Beneficiary may
file a claim for benefits by notifying the Committee in writing of his claim. The Committee will
review and adjudicate the claim. If the claimant and the Committee are unable to reach a mutually
satisfactory resolution of the dispute, it will be submitted to arbitration under the rules of the
American Arbitration Association. Each Participant agrees, by the execution of a Salary Reduction
Agreement, that arbitration will be the sole means of resolving disputes arising under the Plan and
waives, on behalf of himself and his Beneficiary, any fight to litigate any such dispute in a court
of law.



9.5 Expenses of the Committee. The members of the Committee serve without compensation for
services as such. The Company pays the expenses of the Committee.




9.6 Expenses of the Plan. The Company pays the expenses of administering the Plan.



ARTICLE 10: Definitions




10.1 Definitions. As used in this Plan, the following capitalized words and phrases have the
meanings indicated, unless the context requires a different meaning:




(a) “Account” means amounts credited to a Participant under the Plan, as described in
Articles 3 and 4.




(b) “Allocation Date” means the last day of each Calendar Quarter.




(c) “Beneficiary” means the person or persons designated by a Participant, or otherwise
entitled, to receive any amount credited to his Account that remains undistributed at his
death.




(d) “Board of Directors” or “Board” means the board of directors of the Company.




(e) “Code” means the Internal Revenue Code of 1986 as amended.




(f) “Committee” means the committee appointed in accordance with Section 9.1 to
administer the Plan.




(g) “Company” means National Mentor Holdings, LLC and any subsidiaries, affiliates or
successors.




(h) “Compensation” means the aggregate compensation paid to a Participant by the
Company for a Plan Year, including salary, overtime pay, commissions, bonuses and all other
items that constitute wages within the meaning of Code §3401(a) or are required to be
reported under Code §§6041(d), 6051(a)(3) or 6052. Compensation also includes Salary
Reduction Accruals under this Plan and any Elective Deferrals under cash-or-deferred
arrangements or cafeteria plans that are not includible in gross income by reason of Code
§125 or Code §402(a)(8) but does not include any other amounts contributed pursuant to, or
received under, this Plan or any other plan of deferred
compensation. Compensation excludes all stock option transactions, relocation
reimbursements, and automobile allowances.


 


9









 






(i) “Disability” means that a Participant is (i) unable to engage in any substantial
gainful activity by reason of any medically determinable physical or mental impairment which
can be expected to result in death or can be expected to last for a continuous period of not
less than 12 months, or (ii) by reason of any medically determinable physical or mental
impairment which can be expected to result in death or can be expected to last for a
continuous period of not less than 12 months, receiving income replacement benefits for a
period of not less than 3 months under an accident and health plan covering the Company’s
employees.




(j) “Early Retirement Date” means the later of (i) the date on which a Participant
attains age 591/2 or (ii) his or her completion of ten (10) Years of Service.




(k) “Effective Date” means November 1, 2003, the date on which this Plan went into
effect.




(l) “Eligible Employee” means an employee of the Company who is a key member of the
Company’s management or a highly compensated employee within the meaning of ERISA §§201(2),
301(a)(3) and 401(a)(1).




(m) “Entry Date” means January 1st, April 1st, July 1st or October 1st of each Plan
Year.




(n) “Funding Vehicle” means a trust or insurance polices, if any, which are established
or acquired by the Company to hold amounts accrued by the Company in accordance with Section
4.4.




(o) “Matching Contribution Accrual” means an amount credited to a Participant’s Account
in accordance with Section 4.1(b).




(p) “Matching Contribution Accrual Account” means the account established to record
Matching Contribution Accruals on a Participant’s behalf.




(q) “Normal Retirement Date” means a Participant’s sixty-fifth (65th) birthday.




(r) “Participant” means any Eligible Employee who satisfies the conditions for
participation in the Plan set forth in Section 2.1.




(s) “Plan” means the National Mentor Holdings, LLC Executive Deferral Plan, as set
forth in this document and as amended from time-to-time.




(t) “Plan Year” means the accounting year of the Plan, which ends on December 31st.


 


10









 






(u) “Qualified Plan” means The Mentor Network 401(k) Retirement Plan, as from
time-to-time amended.




(v) “Salary Reduction Accrual” means an amount credited to the Salary Reduction Accrual
Account pursuant to a Salary Reduction Agreement.




(w) “Salary Reduction Accrual Account” means the account established to record Salary
Reduction Accruals authorized by Participants under the terms of this Plan.




(x) “Salary Reduction Agreement” means an agreement between a Participant and the
Company, under which the Participant agrees to a reduction in his Compensation and the
Company agrees to credit him with Salary Reduction Accruals under this Plan.




(y) “Termination of Employment” means a Participant’s or former Participant’s
separation from the service of the Company (including all affiliates of the Company) by
reason of his or her resignation, retirement, or other discharge.




(z) “Valuation Date” means any Allocation Date and any other date as of which the value
of Participants’ Accounts is determined.



ARTICLE 11: Miscellaneous




11.1 Plan Not a Contract of Employment. The adoption and maintenance of the Plan does not
constitute a contract between the Company and any Participant and is not a consideration for the
employment of any person. Nothing herein contained gives any Participant the right to be retained
in the employ of the Company or derogates from the right of the Company to discharge any
Participant at any time without regard to the effect of such discharge upon his rights as a
Participant in the Plan.



11.2 Undefined Terms. Unless the context clearly requires another meaning, any term not
specifically defined in this Plan is used in the sense given to it by the Qualified Plan.



11.3 Headings. The headings of Articles, Sections and Subsections are for reference only and
are not to be utilized in construing the Plan.



11.4 Singular and Plural. Unless clearly inappropriate, singular terms refer also to the
plural number and vice versa.



11.5 Severability. If any provision of this Plan is held illegal or invalid for any reason,
the remaining provisions are to remain in full force and effect and to be construed and enforced in
accordance with the purposes of the Plan as if the illegal or invalid provision did not exist.




 


11









 





11.6 No Additional Rights Under Plan. Nothing in this Plan, express or implied, is intended,
or shall be construed, to confer upon or give to any person, firm, association, or corporation,
other than the parties hereto and their successors in interest, any right, remedy, or claim under
or by reason of this Plan or any covenant, condition, or stipulation hereof, and all covenants,
conditions and stipulations in this Plan, by or on behalf of any party, are for the sole and
exclusive benefit of the parties.


11.7 Governing Law. The laws of the Commonwealth of Massachusetts govern the construction and
operation of this Plan.




11.8 No Guarantee of Tax Consequences. No person connected with this Plan, including but not
limited to the Company or its officers, agents or employees makes any representation, commitment
or guarantee with respect to the Federal, state or local income, estate and/or gift tax treatment
of any benefit paid hereunder including, without limitation, Section 409A of the Code.




EXECUTED this 30th day of December, 2008.



	 	 	 	 	 
	 	National Mentor Holdings, LLC

 	 
	 	By:  	/s/
Denis Holler	 




 


12